SEC Form 4: Vivo Opportunity, Llc returned $183,123,160 worth of shares to the company (3,329,512 units at $55.00)
$SRRA
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sierra Oncology, Inc. [ SRRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/01/2022 | D | 161,712 | D(2) | $55 | 0 | I | By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P.(1) | ||
| Common Stock | 07/01/2022 | D | 2,735,853 | D(2) | $55 | 0 | I | By: Vivo Opportunity Fund Holdings, L.P.(3) | ||
| Common Stock | 07/01/2022 | D | 431,947 | D(2) | $55 | 0 | I | By: Vivo Capital Fund IX, L.P.(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Warrants | $13.2 | 07/01/2022 | D | 324,740(2) | 11/13/2019 | 11/13/2024 | Common Stock | 324,740 | $0.00(4) | 0 | I | By: Vivo Capital Fund IX, L.P.(4) | |||
| Series A Warrants | $13.2 | 07/01/2022 | D | 1,455,384(2) | 11/13/2019 | 11/13/2024 | Common Stock | 1,455,384 | $0.00(4) | 0 | I | By: Vivo Opportunity Fund Holdings, L.P.(3) | |||
| Series A Warrants | $13.2 | 07/01/2022 | D | 75,749(2) | 11/13/2019 | 11/13/2024 | Common Stock | 75,749 | $0.00(4) | 0 | I | By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P.(1) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Vivo Ventures VII, LLC ("Vivo Ventures LLC") is the general partner of each of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. ("Vivo Fund VII"), the record holder of the securities. Vivo Ventures LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 2. Pursuant to an Agreement and Plan of Merger, dated April 12, 2022, between GlaxoSmithKline plc ("GSK"), Orikum Acquisition Inc. ("Merger Sub") and the Issuer (the "Merger Agreement"), Merger Sub merged with and into the Issuer on July 1, 2022, with the Issuer surviving as a wholly-owned subsidiary of GSK (the "Merger"). At the effective time of the Merger, each outstanding share of common stock of the Issuer automatically and without any required action on the part of the Reporting Person, was converted into the right to receive $55.00 in cash, without interest. |
| 3. Vivo Opportunity, LLC ("Vivo Opportunity LLC") is the general partner of Vivo Opportunity Fund Holdings, L.P., the record holder of the securities. Vivo Opportunity LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 4. Vivo Capital IX, LLC ("Vivo Capital IX LLC") is the general partner of Vivo Capital Fund IX, L.P., the record holder of the securities. Vivo Capital IX LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 5. Pursuant to the terms of the Merger Agreement, the Issuer's outstanding Series A Warrants (the "Series A Warrants") were treated in accordance with their respective terms such that, at the effective time of the Merger, the outstanding Series A Warrants were cancelled and thereafter represent only the right to receive an amount in cash, without interest, equal to the Black Scholes Value (as defined in the Series A Warrants), which as calculated under the terms of the Series A Warrants equaled $45.98 per share of common stock underlying such warrants. |
| Remarks: |
| Gaurav Aggarwal has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Dr. Aggarwal's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 each of the Reporting Persons may be deemed directors by deputization of the Issuer. Dr. Aggarwal has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes. |
| /s/ Gaurav Aggarwal as a managing member of Vivo Opportunity, LLC | 07/01/2022 | |
| /s/ Gaurav Aggarwal as a managing member of Vivo Opportunity, LLC, the general partner of Vivo Opportunity Fund Holdings, L.P. | 07/01/2022 | |
| /s/ Frank Kung as a managing member of Vivo Capital IX, LLC | 07/01/2022 | |
| /s/ Frank Kung as a managing member of Vivo Capital IX, LLC, the general partner of Vivo Capital Fund IX, L.P. | 07/01/2022 | |
| /s/ Frank Kung as a managing member of Vivo Ventures VII, LLC | 07/01/2022 | |
| /s/ Frank Kung as a managing member of Vivo Ventures VII, LLC, the general partner of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. | 07/01/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||